HUMANA INC — Director's Dealing 2011

Feb 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-02-17

Reporting Person: MURRAY JAMES E (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-17	Options	$61.18	A	39209	Acquired	2018-02-17	Humana Common (39209)	Direct
2011-02-17	Restricted Stock Units	$	A	8867	Acquired		Humana Common (8867)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	3983	Indirect
Humana Common	103185	Direct
Humana Common	1356	Indirect
Humana Common	23766	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$32.70	2012-02-24	Humana Common (110000)	110000	Direct
Options	$9.26	2013-03-13	Humana Common (13686)	13686	Direct
Options	$53.96	2013-02-23	Humana Common (84720)	84720	Direct
Options	$62.10	2014-02-22	Humana Common (67042)	67042	Direct
Options	$69.475	2015-02-21	Humana Common (70673)	70673	Direct
Options	$41.83	2016-02-19	Humana Common (99979)	99979	Direct
Options	$46.40	2017-02-18	Humana Common (57125)	57125	Direct
Phantom Stock Units	$		Humana Common (26003)	26003	Indirect

Footnotes

F1: Shares held by reporting person's spouse.

F2: Shares held in The Murray Family trust.

F3: Stock units held for the benefit of reporting person as of January 31, 2011 under the Humana Retirement & Savings Plan, including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan. All transactions are exempt under Rule 16b-3(c).

F4: Right to buy pursuant to Company's 1996 Stock Incentive Plan for Employees.

F5: Incentive and Non-Qualified Stock Options were granted to reporting person on 3/13/03 vesting in three increments each from 3/13/04 to 3/13/06.

F6: Right to buy pursuant to Company's 2003 Stock Incentive Plan.

F7: Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting on 2/24/08.

F8: Incentive and Non-Qualified stock options granted to reporting person on 2/23/06, NQ options vesting in three increments from 2/23/07 to 2/23/09, and ISO's vesting on 2/23/09.

F9: Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.

F10: Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11.

F11: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/19/10 to 2/19/12.

F12: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/18/11 to 2/18/13.

F13: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/17/12 to 2/17/14.

F14: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F15: Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).

F16: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F17: Phantom Stock Units held for the benefit of reporting person as of January 31, 2011 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan. All transactions are exempt under Rule 16b-3(c and d).